Following is the unofficial transcript of a CNBC EXCLUSIVE interview with AIG President & CEO Robert Benmosche on CNBC's "Closing Bell with Maria Bartiromo" today at 4:15PM ET. Additionally, here is a link to the embeddable video on CNBC.com: http://video.cnbc.com/gallery/?video=3000140264&play=1.

All references must be sourced to CNBC.

BARTIROMO: JOINING ME RIGHT NOW IN AN EXCLUSIVE INTERVIEW, AIG CEO ROBERT BENMOSCHE. THANKS FOR JOINING US.

BENMOSCHE: THANK YOU, MARIA.

BARTIROMO: VERY IMPORTANT TIME FOR THE COMPANY AND SHAREHOLDERS ARE OUT THERE WATCHING THIS. FIRST OFF I'VE GOT TO SAY READING THE COURT OF PUBLIC OPINION, LOTS OF HEADLINES. THE POPULISTS ARE SAYING ARE YOU KIDDING NOW WE'VE GOT A LAWSUIT AGAINST THE GOVERNMENT. THE GOVERNMENT BAILED OUT THIS COMPANY. WHY DID YOU EVEN LOOK AT THIS. TELL ME EXACTLY WHAT HAPPENED AND HOW YOU CAME TO THIS DECISION NOT TO JOIN HANK GREENBERG'S SUIT.

BENMOSCHE: IT'S VERY SIMPLE. LAST SUMMER AT THE END OF THE SUMMER IN AUGUST, THE COURTS ASKED AIG TO MAKE A DECISION OF WHETHER THEY WANTED HANK GREENBERG TO PROCEED WITH THE LAWSUIT ON BEHALF OF AIG WHICH IS A DERIVATIVE LAWSUIT AS WELL AS HIS OWN DIRECT LAWSUIT ON BEHALF OF SHAREHOLDERS AT THE TIME OF THE FINANCIAL CRISIS SO STARTING IN AUGUST, SINCE THE COURT ASKED US TO MAKE A DECISION, THE BOARD SAID LET'S LAY OUT A PROCESS AND LET'S UNDERSTAND WHAT THE LAWSUITS ARE ABOUT AND LET'S UNDERSTAND WHAT THEY MEAN AND THEN DECIDE FOR AIG WHETHER WE SHOULD BE INCLUDED AND SHOULD HE CONTINUE TO ACTUALLY REPRESENT AIG ON THIS LAWSUIT WHICH HE WASN'T, BUT HE HAD OPERATED INDEPENDENTLY, AND SO THAT'S WHEN A DERIVATIVE SUIT IS. THIS IS UNUSUAL BECAUSE YOU EITHER HAVE A DERIVATIVE OR DIRECT. THIS IS BOTH, AND SO SINCE MID-AUGUST THE BOARD HAS BEEN GOING THROUGH THIS WITH VERY CAREFUL REVIEWS OF THE PROS AND THE CONS AND THE ISSUES AND SO ON AND FINALLY CAME TO A CONCLUSION TODAY THAT SAID IT'S NOT IN THE INTEREST OF AIG, OUR POLICY HOLDERS AND CLIENTS AND EMPLOYEES AS WELL AS THE SHAREHOLDERS AND PUBLIC AT LARGE. IT WASN'T IN AIG'S INTEREST TO PROCEED OR HAVE GREENBERG PROCEED ON AIG'S BEHALF SO THAT'S WHAT HAPPENED. HE WILL CONTINUE THIS LAWSUIT ON BEHALF WHICH IS A DIRECT LAWSUIT, ON BEHALF OF THE SHAREHOLDERS AT THE TIME OF THE CRISIS.

BARTIROMO: AND OF WHICH HE IS A LARGE ONE.

BENMOSCHE: RIGHT.

BARTIROMO: AND HIS WEALTH WAS TIED UP IN THIS.

BENMOSCHE: ABSOLUTELY.

BARTIROMO: SO THE BOTTOM LINE IS THE COURTS ASKED TO YOU LOOK AT THIS. YOU'VE BEEN LOOKING AT THIS. CAME TO A DECISION AND HERE YOU ARE TODAY. YOU'VE BEEN IN MEETINGS WITH THE BOARD DISCUSSING THIS. I KNOW HANK GREENBERG WAS AT SOME OF THOSE MEETINGS, CORRECT? SO GIVE ME THE REASON FOR THE LAWSUIT. WHAT WENT ON IN THESE MEETINGS. WHAT CAN YOU TELL US IN TERMS OF THE PUBLIC AND PEOPLE OUT THERE UNDERSTANDING WHY THIS LAWSUIT IS OUT THERE?

BENMOSCHE: THIS IS ABOUT A QUESTION OF FAIRNESS VERSUS WHAT YOU'RE REQUIRED TO DO TO BE FAIR, AND THAT'S THE LAWSUIT, AND SO, FOR EXAMPLE, ONE WOULD ASK IF BEAR STEARNS GOT SOME SUPPORT LEHMAN WAS ALLOWED TO GO BANKRUPT, AIG WAS ASKED TO PROVIDE ALL OF THIS VALUE TO THE FEDERAL RESERVE FOR ITS LOAN, BUT THEN SOON THEREAFTER OTHERS WERE GIVEN AN OPPORTUNITY TO BECOME BANK HOLDING COMPANIES AND HAVE ACCESS TO THE FED WINDOW, WHY DIDN'T AIG HAVE THE SAME OPPORTUNITY AND SO THIS IS ABOUT FAIRNESS. THIS IS ABOUT IN HANK'S MIND THAT YOU TOOK AN ENORMOUS AMOUNT 80% OF THE COMPANY. WHY DID YOU DO THAT? WE THINK IT'S FAIR, IT'S NOT FAIR. WE THINK IT WAS AGGRESSIVE AND DON'T HAVE A RIGHT TO DO THAT. THAT'S HIS ARGUMENT. AS FAR AS WE LOOK AT THE SITUATION. IT'S A CRISIS. THE GOVERNMENT HAD TO ACT. IT ACTED, AND AIG IS HERE BECAUSE WE NEEDED LIQUIDITY AND THIS IS A LIQUIDITY ISSUE FOR AIG, NOT A SOLVENCY ISSUE AND WE NEEDED LIQUIDITY. THIS IS THE DEAL THE GOVERNMENT CUT AND WE'VE BEEN ABLE TO PAY THAT ALL BACK WITH A PROFIT. WE'RE MOVING FORWARD. HANK IS GOING BACK AND SAYING THE SHAREHOLDERS PAID WAY TOO MUCH FOR THAT LOAN RIGHT AND THE GOVERNMENT'S RESPONSE WOULD BE YOU WOULDN'T BE HERE IF IT WEREN'T FOR THE LOAN. THAT'S THE ARGUMENT AND WE FEEL YOU SHOULDN'T BE PART THAT HAVE.

BARTIROMO: I UNDERSTAND THE ARGUMENT AND YOU KNOW HANK HAS BEEN ON THIS PROGRAM A LOT TO EXPLAIN HOW HE FEELS ABOUT THIS, AND THE FACT IS AIG WAS TREATED DIFFERENTLY THAN CITIGROUP, FOR EXAMPLE.

BENMOSCHE: YES.

BARTIROMO: AIG WAS TREATED DIFFERENTLY THAN OTHER COMPANIES, GOVERNMENT TAKING AN 80% STAKE. WHY WASN'T THERE EVER AN OPTION TO, YOU KNOW, MAYBE TAKE OVER THE FINANCIAL PRODUCTS PART OF THE BUSINESS. THE INSURANCE PART OF THE BUSINESS WAS THRIVING, RIGHT?

BENMOSCHE: YES.

BARTIROMO: WHY COULDN'T THEY LET THAT BUSINESS GO AND NOT ACQUIRE 80% AND LET THE STOCKS PLUMMET AND ALL THE SHAREHOLDERS LOSE THAT MONEY?

BENMOSCHE: MARIA, WE COULD SIT AND HYPOTHESIZE ALL THE THINGS OF THE PAST. I THINK I SAID ONCE ON YOUR SHOW. MY DAUGHTER'S FRIEND GAVE HER SOME GOOD ADVICE, AND HE SAID, YOU KNOW WHAT? I'VE GIVEN UP ALL HOPE OF A BETTER PAST. IT HAPPENED. IT WAS A CRISIS. THE WORLD WAS IN MELTDOWN. THE GOVERNMENT REACTED. DID WHAT THEY COULD, AND MY VIEW RIGHT NOW IS ALL I CAN THINK ABOUT IS WE HAD TO PAY BACK AMERICA. IT CAME WITH A PROFIT. WE HAVE A STRONG VIBRANT COMPANY. WE'RE THANKING AMERICA AND WE HAVE TO GO FORWARD.

BARTIROMO: RIGHT.

BENMOSCHE: THIS IS -- I DON'T KNOW WHAT WAS THE REQUIREMENT BY LAW TO MAKE JUDGMENT "A" VERSUS JUDGMENT "B." I THINK AT THE END OF THE DAY THAT THAT JUDGMENT WAS MADE IN CRISIS AND THE COURTS WILL HAVE TO MAKE A DECISION.

BARTIROMO: UNFORTUNATELY THROUGHOUT ALL OF THE UPSET OF 2008 AIG BECAME THE POSTER CHILD OF THE FINANCIAL CRISIS. HOW MUCH OF THE PUBLIC OPINION, THE COURT OF PUBLIC OPINION THAT SAYS, YOU KNOW, THAT'S TERRIBLE OF AIG TO EVEN BE SUING AFTER THE GOVERNMENT SAVED IT. HOW MUCH OF THAT WENT INTO YOUR DECISION NOT TO GO ALONG WITH HANK GREENBERG BECAUSE WE BOTH KNOW THAT AIG WAS TREATED DIFFERENTLY.

BENMOSCHE: I THINK THAT OUR DECISION IS BASED UPON ALL OF THAT ISSUE WHETHER IT'S PUBLIC OPINION, OUR CLIENTS, OUR EMPLOYEES, BUT KEEP IN MIND WHAT'S IMPORTANT FOR THIS COMPANY IS THAT WE'RE A COMPANY THAT MAKES PROMISES, AND WE'RE A COMPANY THAT YOU HAVE TO TRUST AND, THEREFORE, WHEN PEOPLE LOOK AT HOW WE BEHAVE AND ACT, THE GOVERNMENT GAVE US THIS SUPPORT AND WE'VE PAID BACK THAT SUPPORT BUT WITHOUT IT WE WOULD NOT BE THAT STRONG TODAY SO THE REAL QUESTION IS DID THEY APPROACH THAT PROBLEM CORRECTLY AND LEGALLY. THAT'S HANK'S ARGUMENT. DID THE SHAREHOLDERS AT THAT TIME PAY A DISPROPORTIONATE PRICE FOR THAT. THAT'S HIS ARGUMENT, ITS NOT OURS AND WE HAVE TO FOCUS ON THE STRENGTH OF THE COMPANY BUT IT ALL PLAYS WELL IN TERMS OF OUR THINKING THAT WE HAVE TO LOOK AT EVERYTHING AND THAT'S WHAT THE BOARD DID.

BARTIROMO: I UNDERSTAND THAT. LET ME ASK YOU THIS, HYPOTHETICALLY SPEAKING. WHAT IF HANK GREENBERG WINS THIS LAWSUIT. DOES THAT OPEN UP TO SHAREHOLDER LAWSUITS WHO WILL SAY THEY LOST OUT ON THAT PAYOUT AND HANK GREENBERG JUST WON?

BENMOSCHE: THAT'S A POSSIBILITY. WE MADE A CONSCIOUS DECISION THAT SAYS THAT THE PROBABILITY OF THAT HAPPENING, THE COST OF THE COMPANY'S REPUTATION NOW TO PROCEED WOULD NOT BE IN THE SHAREHOLDER'S BEST INTEREST, AND I BELIEVE THE SHAREHOLDERS WILL BE BETTER OFF BY THE COMPANY DOING BETTER OVER TIME AND NOT FACED WITH ALL THESE HEADWINDS OF REPUTATION IN THE PAST. THE PAST WILL BRING US DOWN AND IF WE CONTINUE TO GROW THIS COMPANY SUCCESSFULLY AND GET THE MORALE CONTINUING TO IMPROVE, DO THE RIGHT THINGS FOR OUR CUSTOMERS, I THINK THE SHAREHOLDERS WILL BE BETTER OFF. SO THAT'S REALLY THE CONCLUSION OF THE PROBABILITY OF SUCCESS. HOW MUCH OF THAT WOULD GO TO THE EXISTING -- THE SHAREHOLDERS AT THE TIME VERSUS THE EXISTING COMPANY. I THINK IN THE END WE MADE A GOOD TRADE, AND THE TRADE IS ON FOR THE CREDIBILITY OF THIS COMPANY AND GOING FORWARD. IT'S NOT ACCEPTABLE SOCIALLY FOR AIG TO HAVE TAKEN THIS MONEY AND TO THINK THAT WE CAN COME BACK AND SUE THE GOVERNMENT BECAUSE YOU MADE TOO MUCH MONEY ON THE DEAL. IT MAY BE A BAD DEAL, BUT A DEAL IS A DEAL, AND WE CAN'T GO BACK. I WASN'T THERE AT THE TIME. MOST OF THE BOARD MEMBERS WEREN'T THERE AT THE TIME. WE HAVE TO -- WE HAVE TO JUST MOVE FORWARD. WE CAN'T GO BACK AND MAKE THE PAST ANY BETTER THAN WHAT IT WAS.

BARTIROMO: AND I'M SURE AT THAT POINT IN TIME IT WAS SO EXTRAORDINARY THERE WASN'T ROOM TO SUE THEN OR FIGHT BACK THEN AND SAY THESE ARE NOT THE RIGHT TERMS BECAUSE YOU KNOW HANK GREENBERG WAS OUT THERE YELLING AND RAISING HIS HAND BACK THEN TOO.

BENMOSCHE: EVERYBODY WAS.

BARTIROMO: EVERYBODY WAS.

BENMOSCHE: THE BANK OF AMERICA WAS, THE MERRILL LYNCH SITUATION.

BARTIROMO: THAT'S RIGHT.

BENMOSCHE: YOU WILL THE LEHMAN THING GOING UNDER. YOU HAD CITIBANK AND ITS ISSUES WERE GOING ON, MORGAN STANLEY. PEOPLE WERE QUESTIONING WHETHER THEY WOULD VIABLE. GOLDMAN SACHS, SO YOU HAVE ALL OF THIS GOING ON IN THIS SWIRL, AND THERE WAS JUST -- IN MY OPINION THEY DID THE BEST THEY COULD WITH WHAT THEY KNEW AT THE TIME AND A DEAL IS A DEAL.

BARTIROMO: ALL RIGHT. I KNOW YOU'VE BEEN DOMINATED BY THIS ON THESE MEETINGS TODAY, BUT BEFORE WE LET YOU GO, WHAT KIND OF A YEAR ARE YOU LOOKING AT FOR AIG IN 2013? WHAT ARE YOUR EXPECTATIONS? HERE WE ARE A NEW DAY. IS IT GOING TO BE A TOUGH YEAR? WHAT ARE YOU EXPECTING?

BENMOSCHE: WELL, WE JUST HAD A MEETING ON THE WEST COAST WITH OUR 500 SALES MANAGERS AND THEIR LEADERS FOR ALL OF AIG, LIFE AND RETIREMENT, FOR EXAMPLE. THE ENTHUSIASM IS UNBELIEVABLE. THE EXCITEMENT IS THERE. SALES ARE UP. MORALE IS UP. OUR CLIENTS ARE FEELING GOOD ABOUT THIS COMPANY. THEY LOVE THE NEW AD PROGRAM AND THEY SEE THAT WE'RE TAKING AMERICA AND DOING THE RESPONSIBLE THING. MY SENSE IS FROM THE PROPER CASUALTY BUSINESS, THE MORTGAGE INSURANCE BUSINESS AND THE LIFE AND RETIREMENT, EVERYTHING LOOKS ON A POSITIVE TREND UP, AND IF WE CAN DO WELL IN THE WORST OF TYPES AS WE DID IN THE LAST TWO YEARS, THREE YEARS, AND LOOKED AT HOW WE'VE TURNED THIS THING AROUND, I FEEL WE'LL CONTINUE TO SEE MOMENTUM IN 2013 SO WE'RE EXPECTING A GOOD YEAR.

BARTIROMO: YOU'RE THE LEADER AND HAVE TO TAKE THE COMPANY FORWARD FROM WHERE YOU ARE RIGHT NOW RATHER THAN LOOKING IN THE PAST.

BENMOSCHE: RIGHT AND BRING IT BACK FROM THE PAST, IT JUST DOESN'T WORK. GOT TO MOVE FORWARD. THE BEST THING FOR THE SHAREHOLDERS, OLD AND NEW, IS TO CONTINUE TO IMPROVE THE QUALITY AND THE GROWTH OF THIS COMPANY.

BARTIROMO: DO YOU THINK IT WAS A GOOD IDEA, BAD IDEA THAT HANK IS SUING? WHAT'S YOUR TAKE?

BENMOSCHE: I LEAVE IT UP TO HANK TO DECIDE. HE HAS HIS VIEW.

BARTIROMO: YOU ALSO SAID HE WAS TREATED DIFFERENTLY.

BENMOSCHE: HE WAS TREATED DIFFERENTLY I JUST DON'T KNOW IF THERE'S ANY DAMAGES OR LAWSUIT HERE, AND THAT'S WHAT HE'LL HAVE TO FIND OUT. HE FEELS SOMEHOW THEY WERE TREATED DIFFERENTLY, AND THEY WERE. THE QUESTION BECOMES SO WHAT.

BARTIROMO: YOU'RE GREAT TO JOIN US ON A DAY THAT YOU'VE GOT A COLD AND HAVE TO TRAVEL. APPRECIATE YOU JOINING US ON THIS VERY IMPORTANT DAY WHERE SO MUCH NEWS WAS FLOWING ON AIG.

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